Berkshire’s Corporate Performance vs. the S&P 500

8/12/2019 Berkshires Corporate Performance vs. the S&P 500

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Berkshires Corporate Performance vs. the S&P 500

Annual Percentage Change

Year

in Per-ShareBook Value of

Berkshire(1)

in S&P 500with Dividends

Included(2)

RelativeResults(1)-(2)

1965 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.8 10.0 13.81966 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.3 (11.7) 32.01967 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 30.9 (19.9)1968 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.0 11.0 8.01969 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2 (8.4) 24.61970 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.0 3.9 8.11971 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 14.6 1.81972 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7 18.9 2.81973 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 (14.8) 19.51974 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 (26.4) 31.91975 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.9 37.2 (15.3)1976 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.3 23.6 35.71977 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.9 (7.4) 39.31978 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.0 6.4 17.61979 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.7 18.2 17.51980 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.3 32.3 (13.0)1981 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.4 (5.0) 36.41982 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.0 21.4 18.6

1983 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.3 22.4 9.91984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.6 6.1 7.51985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.2 31.6 16.61986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.1 18.6 7.51987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.5 5.1 14.41988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.1 16.6 3.51989 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.4 31.7 12.71990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4 (3.1) 10.51991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.6 30.5 9.11992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.3 7.6 12.71993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.3 10.1 4.21994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.9 1.3 12.61995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.1 37.6 5.51996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.8 23.0 8.81997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.1 33.4 0.7

1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.3 28.6 19.71999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 21.0 (20.5)2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5 (9.1) 15.62001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.2) (11.9) 5.72002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.0 (22.1) 32.12003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0 28.7 (7.7)2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5 10.9 (0.4)2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4 4.9 1.52006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.4 15.8 2.62007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 5.5 5.52008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.6) (37.0) 27.42009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.8 26.5 (6.7)2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 15.1 (2.1)2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 2.1 2.52012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.4 16.0 (1.6)2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.2 32.4 (14.2)

Compounded Annual Gain 1965-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.7% 9.8% 9.9Overall Gain 1964-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 693,518% 9,841%

Notes: Data are for calendar years with these exceptions: 1965 and 1966, year ended 9/30; 1967, 15 months ended12/31. Starting in 1979, accounting rules required insurance companies to value the equity securities they hold atmarket rather than at the lower of cost or market, which was previously the requirement. In this table, Berkshiresresults through 1978 have been restated to conform to the changed rules. In all other respects, the results are calculatedusing the numbers originally reported. The S&P 500 numbers are pre-tax whereas the Berkshire numbers are after-tax . If a corporation such as Berkshire were simply to have owned the S&P 500 and accrued the appropriate taxes, itsresults would have lagged the S&P 500 in years when that index showed a positive return, but would have exceeded theS&P 500 in years when the index showed a negative return. Over the years, the tax costs would have caused theaggregate lag to be substantial.

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BERKSHIRE HATHAWAY INC.

To the Shareholders of Berkshire Hathaway Inc.:

Berkshires gain in net worth during 2013 was $34.2 billion. That gain was after our deducting $1.8 billionof charges meaningless economically, as I will explain later that arose from our purchase of the minorityinterests in Marmon and Iscar. After those charges, the per-share book value of both our Class A and Class B stock increased by 18.2%. Over the last 49 years (that is, since present management took over), book value has grownfrom $19 to $134,973, a rate of 19.7% compounded annually.*

On the facing page, we show our long-standing performance measurement: The yearly change inBerkshires per-share book value versus the market performance of the S&P 500. What counts, of course, is per-share intrinsic value. But thats a subjective figure, and book value is useful as a rough tracking indicator. (Anextended discussion of intrinsic value is included in our Owner-Related Business Principles on pages 103 - 108.Those principles have been included in our reports for 30 years, and we urge new and prospective shareholders toread them.)

As Ive long told you, Berkshires intrinsic value far exceeds its book value. Moreover, the difference haswidened considerably in recent years. Thats why our 2012 decision to authorize the repurchase of shares at 120%of book value made sense. Purchases at that level benefit continuing shareholders because per-share intrinsic valueexceeds that percentage of book value by a meaningful amount. We did not purchase shares during 2013, however, because the stock price did not descend to the 120% level. If it does, we will be aggressive.

Charlie Munger, Berkshires vice chairman and my partner, and I believe both Berkshires book value and intrinsic value will outperform the S&P in years when the market is down or moderately up. We expect to fallshort, though, in years when the market is strong as we did in 2013. We have underperformed in ten of our 49years, with all but one of our shortfalls occurring when the S&P gain exceeded 15%.

Over the stock market cycle between yearends 2007 and 2013, we overperformed the S&P. Through full

cycles in future years, we expect to do that again. If we fail to do so, we will not have earned our pay. After all, youcould always own an index fund and be assured of S&P results.

The Year at Berkshire

On the operating front, just about everything turned out well for us last year in certain cases very well.Let me count the ways:

We completed two large acquisitions, spending almost $18 billion to purchase all of NV Energy and amajor interest in H. J. Heinz. Both companies fit us well and will be prospering a century from now.

With the Heinz purchase, moreover, we created a partnership template that may be used by Berkshire infuture acquisitions of size. Here, we teamed up with investors at 3G Capital, a firm led by my friend, JorgePaulo Lemann. His talented associates Bernardo Hees, Heinzs new CEO, and Alex Behring, itsChairman are responsible for operations.

* All per-share figures used in this report apply to Berkshires A shares. Figures for the B shares are1/1500 th of those shown for A.

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Berkshire is the financing partner. In that role, we purchased $8 billion of Heinz preferred stock thatcarries a 9% coupon but also possesses other features that should increase the preferreds annual return to12% or so. Berkshire and 3G each purchased half of the Heinz common stock for $4.25 billion.

Though the Heinz acquisition has some similarities to a private equity transaction, there is a crucialdifference: Berkshire never intends to sell a share of the company. What we would like, rather, is to buymore, and that could happen: Certain 3G investors may sell some or all of their shares in the future, and we might increase our ownership at such times. Berkshire and 3G could also decide at some point that itwould be mutually beneficial if we were to exchange some of our preferred for common shares (at anequity valuation appropriate to the time).

Our partnership took control of Heinz in June, and operating results so far are encouraging. Only minor earnings from Heinz, however, are reflected in those we report for Berkshire this year: One-time chargesincurred in the purchase and subsequent restructuring of operations totaled $1.3 billion. Earnings in 2014will be substantial.

With Heinz, Berkshire now owns 8 1 2 companies that, were they stand-alone businesses, would be in theFortune 500. Only 491 1 2 to go.

NV Energy, purchased for $5.6 billion by MidAmerican Energy, our utility subsidiary, supplies electricityto about 88% of Nevadas population. This acquisition fits nicely into our existing electric-utility

operation and offers many possibilities for large investments in renewable energy. NV Energy will not beMidAmericans last major acquisition.

MidAmerican is one of our Powerhouse Five a collection of large non-insurance businesses that, inaggregate, had a record $10.8 billion of pre-tax earnings in 2013, up $758 million from 2012. The other companies in this sainted group are BNSF, Iscar, Lubrizol and Marmon.

Of the five, only MidAmerican, then earning $393 million pre-tax, was owned by Berkshire nine yearsago. Subsequently, we purchased another three of the five on an all-cash basis. In acquiring the fifth,BNSF, we paid about 70% of the cost in cash, and, for the remainder, issued shares that increased thenumber outstanding by 6.1%. In other words, the $10.4 billion gain in annual earnings delivered Berkshire by the five companies over the nine-year span has been accompanied by only minor dilution. That satisfiesour goal of not simply growing, but rather increasing per-share results.

If the U.S. economy continues to improve in 2014, we can expect earnings of our Powerhouse Five toimprove also perhaps by $1 billion or so pre-tax.

Our many dozens of smaller non-insurance businesses earned $4.7 billion pre-tax last year, up from $3.9 billion in 2012. Here, too, we expect further gains in 2014.

Berkshires extensive insurance operation again operated at an underwriting profit in 2013 that makes 11years in a row and increased its float. During that 11-year stretch, our float money that doesnt belongto us but that we can invest for Berkshires benefit has grown from $41 billion to $77 billion.Concurrently, our underwriting profit has aggregated $22 billion pre-tax, including $3 billion realized in2013. And all of this all began with our 1967 purchase of National Indemnity for $8.6 million .

We now own a wide variety of exceptional insurance operations. Best known is GEICO, the car insurer Berkshire acquired in full at yearend 1995 (having for many years prior owned a partial interest). GEICOin 1996 ranked number seven among U.S. auto insurers. Now, GEICO is number two, having recently passed Allstate. The reasons for this amazing growth are simple: low prices and reliable service. You cando yourself a favor by calling 1-800-847-7536 or checking Geico.com to see if you, too, can cut your insurance costs. Buy some of Berkshires other products with the savings.

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While Charlie and I search for elephants, our many subsidiaries are regularly making bolt-on acquisitions.Last year, we contracted for 25 of these, scheduled to cost $3.1 billion in aggregate. These transactionsranged from $1.9 million to $1.1 billion in size.

Charlie and I encourage these deals. They deploy capital in activities that fit with our existing businessesand that will be managed by our corps of expert managers. The result is no more work for us and moreearnings for you. Many more of these bolt-on deals will be made in future years. In aggregate, they will bemeaningful.

Last year we invested $3.5 billion in the surest sort of bolt-on: the purchase of additional shares in twowonderful businesses that we already controlled. In one case Marmon our purchases brought us to the100% ownership we had signed up for in 2008. In the other instance Iscar the Wertheimer familyelected to exercise a put option it held, selling us the 20% of the business it retained when we boughtcontrol in 2006.

These purchases added about $300 million pre-tax to our current earning power and also delivered us $800million of cash. Meanwhile, the same nonsensical accounting rule that I described in last years letter required that we enter these purchases on our books at $1.8 billion less than we paid, a process thatreduced Berkshires book value. (The charge was made to capital in excess of par value; figure that oneout.) This weird accounting, you should understand, instantly increased Berkshires excess of intrinsicvalue over book value by the same $1.8 billion.

Our subsidiaries spent a record $11 billion on plant and equipment during 2013, roughly twice our depreciation charge. About 89% of that money was spent in the United States. Though we invest abroad aswell, the mother lode of opportunity resides in America.

In a year in which most equity managers found it impossible to outperform the S&P 500, both Todd Combs and Ted Weschler handily did so. Each now runs a portfolio exceeding $7 billion. Theyve earned it.

I must again confess that their investments outperformed mine. (Charlie says I should add by a lot.) If such humiliating comparisons continue, Ill have no choice but to cease talking about them.

Todd and Ted have also created significant value for you in several matters unrelated to their portfolio

activities. Their contributions are just beginning: Both men have Berkshire blood in their veins.

Berkshires yearend employment counting Heinz totaled a record 330,745, up 42,283 from last year.The increase, I must admit, included one person at our Omaha home office. (Dont panic: Theheadquarters gang still fits comfortably on one floor.)

Berkshire increased its ownership interest last year in each of its Big Four investments AmericanExpress, Coca-Cola, IBM and Wells Fargo. We purchased additional shares of Wells Fargo (increasingour ownership to 9.2% versus 8.7% at yearend 2012) and IBM (6.3% versus 6.0%). Meanwhile, stock repurchases at Coca-Cola and American Express raised our percentage ownership. Our equity in Coca-Cola grew from 8.9% to 9.1% and our interest in American Express from 13.7% to 14.2%. And, if youthink tenths of a percent arent important, ponder this math: For the four companies in aggregate, eachincrease of one-tenth of a percent in our share of their equity raises Berkshires share of their annualearnings by $50 million.

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The four companies possess excellent businesses and are run by managers who are both talented and shareholder-oriented. At Berkshire, we much prefer owning a non-controlling but substantial portion of awonderful company to owning 100% of a so-so business; its better to have a partial interest in the Hopediamond than to own all of a rhinestone.

Going by our yearend holdings, our portion of the Big Fours 2013 earnings amounted to $4.4 billion. Inthe earnings we report to you, however, we include only the dividends we receive about $1.4 billion lastyear. But make no mistake: The $3 billion of their earnings we dont report is every bit as valuable to us asthe portion Berkshire records.

The earnings that these four companies retain are often used for repurchases of their own stock a movethat enhances our share of future earnings as well as for funding business opportunities that usually turnout to be advantageous. All that leads us to expect that the per-share earnings of these four investees willgrow substantially over time. If they do, dividends to Berkshire will increase and, even more important,our unrealized capital gains will, too. (For the four, unrealized gains already totaled $39 billion atyearend.)

Our flexibility in capital allocation our willingness to invest large sums passively in non-controlled businesses gives us a significant advantage over companies that limit themselves to acquisitions they canoperate. Woody Allen stated the general idea when he said: The advantage of being bi-sexual is that itdoubles your chances for a date on Saturday night. Similarly, our appetite for either operating businesses

or passive investments doubles our chances of finding sensible uses for our endless gusher of cash.

* * * * * * * * * * * *

Late in 2009, amidst the gloom of the Great Recession, we agreed to buy BNSF, the largest purchase inBerkshires history. At the time, I called the transaction an all-in wager on the economic future of the United States.

That kind of commitment was nothing new for us: Weve been making similar wagers ever since BuffettPartnership Ltd. acquired control of Berkshire in 1965. For good reason, too. Charlie and I have always considered a bet on ever-rising U.S. prosperity to be very close to a sure thing.

Indeed, who has ever benefited during the past 237 years by betting against America? If you compare our

countrys present condition to that existing in 1776, you have to rub your eyes in wonder. And the dynamismembedded in our market economy will continue to work its magic. Americas best days lie ahead.

With this tailwind working for us, Charlie and I hope to build Berkshires per-share intrinsic value by(1) constantly improving the basic earning power of our many subsidiaries; (2) further increasing their earningsthrough bolt-on acquisitions; (3) benefiting from the growth of our investees; (4) repurchasing Berkshire shareswhen they are available at a meaningful discount from intrinsic value; and (5) making an occasional largeacquisition. We will also try to maximize results for you by rarely, if ever, issuing Berkshire shares.

Those building blocks rest on a rock-solid foundation. A century hence, BNSF and MidAmerican Energywill still be playing major roles in our economy. Insurance will concomitantly be essential for both businesses and individuals and no company brings greater human and financial resources to that business than Berkshire.

Moreover, we will always maintain supreme financial strength, operating with at least $20 billion of cashequivalents and never incurring material amounts of short-term obligations. As we view these and other strengths,Charlie and I like your companys prospects. We feel fortunate to be entrusted with its management.

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If our premiums exceed the total of our expenses and eventual losses, we register an underwriting profitthat adds to the investment income our float produces. When such a profit is earned, we enjoy the use of freemoney and, better yet, get paid for holding it.

Unfortunately, the wish of all insurers to achieve this happy result creates intense competition, so vigorousin most years that it causes the P/C industry as a whole to operate at a significant underwriting loss . This loss, ineffect, is what the industry pays to hold its float. For example, State Farm, by far the countrys largest insurer and awell-managed company besides, incurred an underwriting loss in nine of the twelve years ending in 2012 (the latestyear for which their financials are available, as I write this). Competitive dynamics almost guarantee that theinsurance industry despite the float income all companies enjoy will continue its dismal record of earningsubnormal returns as compared to other businesses.

As noted in the first section of this report, we have now operated at an underwriting profit for elevenconsecutive years, our pre-tax gain for the period having totaled $22 billion. Looking ahead, I believe we willcontinue to underwrite profitably in most years. Doing so is the daily focus of all of our insurance managers whoknow that while float is valuable, it can be drowned by poor underwriting results.

So how does our float affect intrinsic value? When Berkshires book value is calculated, the full amount of our float is deducted as a liability, just as if we had to pay it out tomorrow and could not replenish it. But to think of float as strictly a liability is incorrect; it should instead be viewed as a revolving fund. Daily, we pay old claims some $17 billion to more than five million claimants in 2013 and that reduces float. Just as surely, we each day

write new business and thereby generate new claims that add to float. If our revolving float is both costless and long-enduring, which I believe it will be, the true value of this liability is dramatically less than the accountingliability.

A counterpart to this overstated liability is $15.5 billion of goodwill that is attributable to our insurancecompanies and included in book value as an asset. In very large part, this goodwill represents the price we paid for the float-generating capabilities of our insurance operations. The cost of the goodwill, however, has no bearing onits true value. For example, if an insurance business sustains large and prolonged underwriting losses, any goodwillasset carried on the books should be deemed valueless, whatever its original cost.

Fortunately, that does not describe Berkshire. Charlie and I believe the true economic value of our insurance goodwill what we would happily pay to purchase an insurance operation possessing float of similar quality to that we have to be far in excess of its historic carrying value. The value of our float is one reason a

huge reason why we believe Berkshires intrinsic business value substantially exceeds its book value.

* * * * * * * * * * * *

Berkshires attractive insurance economics exist only because we have some terrific managers runningdisciplined operations that possess strong, hard-to-replicate business models. Let me tell you about the major units.

First by float size is the Berkshire Hathaway Reinsurance Group, managed by Ajit Jain. Ajit insures risksthat no one else has the desire or the capital to take on. His operation combines capacity, speed, decisiveness and,most important, brains in a manner unique in the insurance business. Yet he never exposes Berkshire to risks thatare inappropriate in relation to our resources. Indeed, we are far more conservative in avoiding risk than most largeinsurers. For example, if the insurance industry should experience a $250 billion loss from some mega-catastrophe a loss about triple anything it has ever experienced Berkshire as a whole would likely record asignificant profit for the year because of its many streams of earnings. And we would remain awash in cash,looking for large opportunities if the catastrophe caused markets to go into shock. All other major insurers and reinsurers would meanwhile be far in the red, with some facing insolvency.

From a standing start in 1985, Ajit has created an insurance business with float of $37 billion and a largecumulative underwriting profit, a feat no other insurance CEO has come close to matching. Ajits mind is an ideafactory that is always looking for more lines of business he can add to his current assortment.

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One venture materialized last June when he formed Berkshire Hathaway Specialty Insurance (BHSI).This initiative took us into commercial insurance, where we were instantly accepted by both major insurance brokers and corporate risk managers throughout America. These professionals recognize that no other insurer canmatch the financial strength of Berkshire, which guarantees that legitimate claims arising many years in the futurewill be paid promptly and fully.

BHSI is led by Peter Eastwood, an experienced underwriter who is widely respected in the insuranceworld. Peter has assembled a spectacular team that is already writing a substantial amount of business with manyFortune 500 companies and with smaller operations as well. BHSI will be a major asset for Berkshire, one that willgenerate volume in the billions within a few years. Give Peter a Berkshire greeting when you see him at the annualmeeting.

* * * * * * * * * * * *

We have another reinsurance powerhouse in General Re, managed by Tad Montross.

At bottom, a sound insurance operation needs to adhere to four disciplines. It must (1) understand all exposures that might cause a policy to incur losses; (2) conservatively assess the likelihood of any exposureactually causing a loss and the probable cost if it does; (3) set a premium that, on average, will deliver a profit after both prospective loss costs and operating expenses are covered; and (4) be willing to walk away if the appropriate premium cant be obtained.

Many insurers pass the first three tests and flunk the fourth. They simply cant turn their back on businessthat is being eagerly written by their competitors. That old line, The other guy is doing it, so we must as well,spells trouble in any business, but in none more so than insurance.

Tad has observed all four of the insurance commandments, and it shows in his results. General Res hugefloat has been better than cost-free under his leadership, and we expect that, on average, to continue. We are particularly enthusiastic about General Res international life reinsurance business, which has grown consistentlyand profitably since we acquired the company in 1998.

It can be remembered that soon after we purchased General Re, the company was beset by problems thatcaused commentators and me as well, briefly to believe I had made a huge mistake. That day is long gone.General Re is now a gem.

* * * * * * * * * * * *

Finally, there is GEICO, the insurer on which I cut my teeth 63 years ago. GEICO is managed by Tony Nicely, who joined the company at 18 and completed 52 years of service in 2013. Tony became CEO in 1993, and since then the company has been flying.

When I was first introduced to GEICO in January 1951, I was blown away by the huge cost advantage thecompany enjoyed compared to the expenses borne by the giants of the industry. That operational efficiency continuestoday and is an all-important asset. No one likes to buy auto insurance. But almost everyone likes to drive. Theinsurance needed is a major expenditure for most families. Savings matter to them and only a low-cost operation candeliver these.

GEICOs cost advantage is the factor that has enabled the company to gobble up market share year after year. Its low costs create a moat an enduring one that competitors are unable to cross. Meanwhile, our littlegecko continues to tell Americans how GEICO can save them important money. With our latest reduction inoperating costs, his story has become even more compelling.

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In 1995, we purchased the half of GEICO that we didnt already own, paying $1.4 billion more than the nettangible assets we acquired. Thats goodwill, and it will forever remain unchanged on our books. As GEICOs business grows, however, so does its true economic goodwill. I believe that figure to be approaching $20 billion.

* * * * * * * * * * * *

In addition to our three major insurance operations, we own a group of smaller companies, most of them plying their trade in odd corners of the insurance world. In aggregate, these companies are a growing operation thatconsistently delivers an underwriting profit. Moreover, as the table below shows, they also provide us withsubstantial float. Charlie and I treasure these companies and their managers.

Underwriting Profit Yearend Float (in millions)

Insurance Operations 2013 2012 2013 2012

BH Reinsurance . . . . . . . . . . . . . . $1,294 $ 304 $37,231 $34,821General Re . . . . . . . . . . . . . . . . . . 283 355 20,013 20,128GEICO . . . . . . . . . . . . . . . . . . . . . 1,127 680 12,566 11,578Other Primary . . . . . . . . . . . . . . . . 385 286 7,430 6,598

$3,089 $1,625 $77,240 $73,125

* * * * * * * * * * * *

Simply put, insurance is the sale of promises. The customer pays money now; the insurer promises to pay money in the future if certain events occur.

Sometimes, the promise will not be tested for decades. (Think of life insurance bought by those in their 20s.) Therefore, both the ability and willingness of the insurer to pay even if economic chaos prevails when payment time arrives is all-important.

Berkshires promises have no equal, a fact affirmed in recent years by the actions of the worlds largestand most sophisticated insurers, some of which have wanted to shed themselves of huge and exceptionally long-lived liabilities, particularly those involving asbestos claims. That is, these insurers wished to cede their liabilitiesto a reinsurer. Choosing the wrong reinsurer, however one that down the road proved to be financially strapped or

a bad actor would put the original insurer in danger of getting the liabilities right back in its lap.

Almost without exception, the largest insurers seeking aid came to Berkshire. Indeed, in the largest suchtransaction ever recorded, Lloyds in 2007 turned over to us both many thousands of known claims arising from policies written before 1993 and an unknown but huge number of claims from that same period sure to materializein the future. (Yes, we will be receiving claims decades from now that apply to events taking place prior to 1993.)

Berkshires ultimate payments arising from the Lloyds transaction are today unknowable. What is certain,however, is that Berkshire will pay all valid claims up to the $15 billion limit of our policy. No other insurers promise would have given Lloyds the comfort provided by its agreement with Berkshire. The CEO of the entitythen handling Lloyds claims said it best: Names [the original insurers at Lloyds] wanted to sleep easy at night,and we think weve just bought them the worlds best mattress.

* * * * * * * * * * * *

Berkshires great managers, premier financial strength and a variety of business models possessing widemoats form something unique in the insurance world. The combination is a huge asset for Berkshire shareholdersthat will only get more valuable with time.

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Regulated, Capital-Intensive Businesses

Though there are many regulatory restraints in the utility industry, its possible that we will makeadditional commitments in the field. If we do, the amounts involved could be large.

1999 Annual Report

We have two major operations, BNSF and MidAmerican Energy, that share important characteristicsdistinguishing them from our other businesses. Consequently, we assign them their own section in this letter and

split out their combined financial statistics in our GAAP balance sheet and income statement.

A key characteristic of both companies is their huge investment in very long-lived, regulated assets, withthese partially funded by large amounts of long-term debt that is not guaranteed by Berkshire. Our credit is in factnot needed because each company has earning power that even under terrible economic conditions will far exceed its interest requirements. Last year, for example, BNSFs interest coverage was 9:1. (Our definition of coverage is pre-tax earnings/interest, not EBITDA/interest, a commonly-used measure we view as seriously flawed.)

At MidAmerican, meanwhile, two factors ensure the companys ability to service its debt under allcircumstances. The first is common to all utilities: recession-resistant earnings, which result from these companiesexclusively offering an essential service. The second is enjoyed by few other utilities: a great diversity of earningsstreams, which shield us from being seriously harmed by any single regulatory body. Now, with the acquisition of NV Energy, MidAmericans earnings base has further broadened. This particular strength, supplemented by

Berkshires ownership, has enabled MidAmerican and its utility subsidiaries to significantly lower their cost of debt. This advantage benefits both us and our customers.

Every day, our two subsidiaries power the American economy in major ways:

BNSF carries about 15% (measured by ton-miles) of all inter-city freight, whether it is transported bytruck, rail, water, air, or pipeline. Indeed, we move more ton-miles of goods than anyone else, a factestablishing BNSF as the most important artery in our economys circulatory system. Its hold on thenumber-one position strengthened in 2013.

BNSF, like all railroads, also moves its cargo in an extraordinarily fuel-efficient and environmentallyfriendly way, carrying a ton of freight about 500 miles on a single gallon of diesel fuel. Trucks taking onthe same job guzzle about four times as much fuel.

MidAmericans utilities serve regulated retail customers in eleven states. No utility company stretchesfurther. In addition, we are the leader in renewables: From a standing start nine years ago, MidAmericannow accounts for 7% of the countrys wind generation capacity, with more on the way. Our share insolar most of which is still in construction is even larger.

MidAmerican can make these investments because it retains all of its earnings. Heres a little known fact:Last year MidAmerican retained more dollars of earnings by far than any other American electricutility. We and our regulators see this as an important advantage one almost certain to exist five, ten and twenty years from now.

When our current projects are completed, MidAmericans renewables portfolio will have cost $15 billion.We relish making such commitments as long as they promise reasonable returns. And, on that front, we put a largeamount of trust in future regulation.

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Our confidence is justified both by our past experience and by the knowledge that society will forever need massive investments in both transportation and energy. It is in the self-interest of governments to treat capital providers in a manner that will ensure the continued flow of funds to essential projects. It is meanwhile in our self-interest to conduct our operations in a way that earns the approval of our regulators and the people they represent.

Tangible proof of our dedication to that duty was delivered last year in a poll of customer satisfactioncovering 52 holding companies and their 101 operating electric utilities. Our MidAmerican group ranked number one, with 95.3% of respondents giving us a very satisfied vote and not a single customer rating us dissatisfied.The bottom score in the survey, incidentally, was a dismal 34.5%.

All three of our companies were ranked far lower by this measure before they were acquired byMidAmerican. The extraordinary customer satisfaction we have achieved is of great importance as we expand:Regulators in states we hope to enter are glad to see us, knowing we will be responsible operators.

Our railroad has been diligent as well in anticipating the needs of its customers. Whatever you may haveheard about our countrys crumbling infrastructure in no way applies to BNSF or railroads generally. Americas railsystem has never been in better shape, a consequence of huge investments by the industry. We are not, however,resting: BNSF spent $4 billion on the railroad in 2013, double its depreciation charge and a single-year record for any railroad. And, we will spend considerably more in 2014. Like Noah, who foresaw early on the need for dependable transportation, we know its our job to plan ahead.

Leading our two capital-intensive companies are Greg Abel, at MidAmerican, and the team of Matt Roseand Carl Ice at BNSF. The three are extraordinary managers who have my gratitude and deserve yours as well.Here are the key figures for their businesses:

MidAmerican (89.8% owned) Earnings (in millions)2013 2012 2011

U.K. utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 362 $ 429 $ 469Iowa utili ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230 236 279Western utilit ies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 982 737 771Pipelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385 383 388HomeServices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139 82 39Other (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 91 36

Operating earnings before corporate interest and taxes . . . . . . . . . . . . . . . . . . . . . . . 2,102 1,958 1,982Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296 314 336Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 172 315

Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,636 $ 1,472 $ 1,331

Earnings applicable to Berkshire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,470 $ 1,323 $ 1,204

BNSF Earnings (in millions)2013 2012 2011

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,014 $20,835 $19,548Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,357 14,835 14,247

Operating earnings before interest and taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,657 6,000 5,301Interest (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729 623 560Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,135 2,005 1,769

Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,793 $ 3,372 $ 2,972

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Ron Peltier continues to build HomeServices, MidAmericans real estate brokerage subsidiary. Last year his operation made four acquisitions, the most significant being Fox & Roach, a Philadelphia-based company thatis the largest single-market realtor in the country.

HomeServices now has 22,114 agents (listed by geography on page 112), up 38% from 2012.HomeServices also owns 67% of the Prudential and Real Living franchise operations, which are in the process of rebranding their franchisees as Berkshire Hathaway HomeServices. If you havent yet, many of you will soon beseeing our name on for sale signs.

Manufacturing, Service and Retailing Operations

See that store, Warren says, pointing at Nebraska Furniture Mart. Thats a really good business.Why dont you buy it? I said.Its privately held, Warren said.Oh, I said.I might buy it anyway, Warren said. Someday.

Supermoney by Adam Smith (1972)

Our activities in this part of Berkshire cover the waterfront. Lets look, though, at a summary balancesheet and earnings statement for the entire group.

Balance Sheet 12/31/13 (in millions)

Assets Liabilities and Equity

Cash and equivalents . . . . . . . . . . . . . . . . . . . $ 6,625 Notes payable . . . . . . . . . . . . . . . . . . . . $ 1,615Accounts and notes receivable . . . . . . . . . . . . 7,749 Other current liabilities . . . . . . . . . . . . . 8,965

Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,945 Total current liabilities . . . . . . . . . . . . . 10,580Other current assets . . . . . . . . . . . . . . . . . . . . . 716

Total current assets . . . . . . . . . . . . . . . . . . . . . 25,035Deferred taxes . . . . . . . . . . . . . . . . . . . . 5,184

Goodwill and other intangibles . . . . . . . . . . . . 25,617 Term debt and other liabilities . . . . . . . 4,405Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,389 Non-controlling interests . . . . . . . . . . . . 456Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,274 Berkshire equity . . . . . . . . . . . . . . . . . . 53,690

$74,315 $74,315

Earnings Statement (in millions)2013 2012 2011

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,291 $83,255 $72,406Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,414 76,978 67,239Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 146 130

Pre-tax earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,742 6,131 5,037Income taxes and non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,512 2,432 1,998

Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,230 $ 3,699 $ 3,039

Our income and expense data conforming to Generally Accepted Accounting Principles (GAAP) is on page 29. In contrast, the operating expense figures above are non-GAAP and exclude some purchase-accountingitems (primarily the amortization of certain intangible assets). We present the data in this manner because Charlieand I believe the adjusted numbers more accurately reflect the true economic expenses and profits of the businessesaggregated in the table than do GAAP figures.

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I wont explain all of the adjustments some are tiny and arcane but serious investors should understand the disparate nature of intangible assets: Some truly deplete over time while others in no way lose value. Withsoftware, for example, amortization charges are very real expenses. Charges against other intangibles such as theamortization of customer relationships, however, arise through purchase-accounting rules and are clearly not realcosts. GAAP accounting draws no distinction between the two types of charges. Both, that is, are recorded as expenseswhen earnings are calculated even though from an investors viewpoint they could not be more different.

In the GAAP-compliant figures we show on page 29, amortization charges of $648 million for thecompanies included in this section are deducted as expenses. We would call about 20% of these real, the rest not.This difference has become significant because of the many acquisitions we have made. It will almost certainly risefurther as we acquire more companies.

Eventually, of course, the non-real charges disappear when the assets to which theyre related becomefully amortized. But this usually takes 15 years and alas it will be my successor whose reported earnings get the benefit of their expiration.

Every dime of depreciation expense we report, however, is a real cost. And thats true at almost all other companies as well. When Wall Streeters tout EBITDA as a valuation guide, button your wallet.

Our public reports of earnings will, of course, continue to conform to GAAP. To embrace reality,however, remember to add back most of the amortization charges we report.

* * * * * * * * * * * *

The crowd of companies in this section sells products ranging from lollipops to jet airplanes. Some of these businesses, measured by earnings on unleveraged net tangible assets, enjoy terrific economics, producing profits that run from 25% after-tax to far more than 100%. Others generate good returns in the area of 12% to 20%.A few, however, have very poor returns, a result of some serious mistakes I made in my job of capital allocation. Iwas not misled: I simply was wrong in my evaluation of the economic dynamics of the company or the industry inwhich it operated.

Fortunately, my blunders usually involved relatively small acquisitions. Our large buys have generallyworked out well and, in a few cases, more than well. I have not, however, made my last mistake in purchasingeither businesses or stocks. Not everything works out as planned.

Viewed as a single entity, the companies in this group are an excellent business. They employed anaverage of $25 billion of net tangible assets during 2013 and, with large quantities of excess cash and littleleverage, earned 16.7% after-tax on that capital.

Of course, a business with terrific economics can be a bad investment if the purchase price is excessive.We have paid substantial premiums to net tangible assets for most of our businesses, a cost that is reflected in thelarge figure we show for goodwill. Overall, however, we are getting a decent return on the capital we havedeployed in this sector. Furthermore, the intrinsic value of these businesses, in aggregate, exceeds their carryingvalue by a good margin. Even so, the difference between intrinsic value and carrying value in the insurance and regulated-industry segments is far greater. It is there that the truly big winners reside.

* * * * * * * * * * * *

We have far too many companies in this group to comment on them individually. Moreover, both currentand potential competitors read this report. In a few of our businesses we might be disadvantaged if they knew our numbers. So, in some of our operations that are not of a size material to an evaluation of Berkshire, we onlydisclose what is required. You can find a good bit of detail about many of our operations, however, on pages 80-84.

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I cant resist, however, giving you an update on Nebraska Furniture Marts expansion into Texas. Im notcovering this event because of its economic importance to Berkshire it takes more than a new store to move theneedle on Berkshires $225 billion equity base. But Ive now worked 30 years with the marvelous Blumkin family,and Im excited about the remarkable store truly Texas-sized it is building at The Colony, in the northern part of the Dallas metropolitan area.

When the store is completed next year, NFM will have under one roof, and on a 433-acre site 1.8 millionsquare feet of retail and supporting warehouse space. View the projects progress at www.nfm.com/texas. NFMalready owns the two highest-volume home furnishings stores in the country (in Omaha and Kansas City, Kansas),each doing about $450 million annually. I predict the Texas store will blow these records away. If you live anywherenear Dallas, come check us out.

I think back to August 30, 1983 my birthday when I went to see Mrs. B (Rose Blumkin), carrying a1 1 4 -page purchase proposal for NFM that I had drafted. (Its reproduced on pages 114 - 115.) Mrs. B accepted myoffer without changing a word, and we completed the deal without the involvement of investment bankers or lawyers (an experience that can only be described as heavenly). Though the companys financial statements wereunaudited, I had no worries. Mrs. B simply told me what was what, and her word was good enough for me.

Mrs. B was 89 at the time and worked until 103 definitely my kind of woman. Take a look at NFMsfinancial statements from 1946 on pages 116 - 117. Everything NFM now owns comes from (a) that $72,264 of networth and $50 no zeros omitted of cash the company then possessed, and (b) the incredible talents of Mrs. B,

her son, Louie, and his sons Ron and Irv.

The punch line to this story is that Mrs. B never spent a day in school. Moreover, she emigrated fromRussia to America knowing not a word of English. But she loved her adopted country: At Mrs. Bs request, thefamily always sang God Bless America at its gatherings.

Aspiring business managers should look hard at the plain, but rare, attributes that produced Mrs. Bsincredible success. Students from 40 universities visit me every year, and I have them start the day with a visit to NFM. If they absorb Mrs. Bs lessons, they need none from me.

Finance and Financial Products

Claytons loan portfolio will likely grow to at least $5 billion in not too many years and, with sensible

credit standards in place, should deliver significant earnings. 2003 Annual Report

This sector, our smallest, includes two rental companies, XTRA (trailers) and CORT (furniture), as well asClayton Homes, the countrys leading producer and financer of manufactured homes. Aside from these 100%-owned subsidiaries, we also include in this category a collection of financial assets and our 50% interest inBerkadia Commercial Mortgage.

Clayton is placed in this section because it owns and services 326,569 mortgages, totaling $13.6 billion. Inrecent years, as manufactured home sales plummeted, a high percentage of Claytons earnings came from thismortgage business.

In 2013, however, the sale of new homes began to pick up and earnings from both manufacturing and retailing are again becoming significant. Clayton remains Americas number one homebuilder: Its 2013 output of 29,547 homes accounted for about 4.7% of all single-family residences built in the country. Kevin Clayton,Claytons CEO, has done a magnificent job of guiding the company through the severe housing depression. Now,his job definitely more fun these days includes the prospect of another earnings gain in 2014.

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CORT and XTRA are leaders in their industries as well. And Jeff Pederson and Bill Franz will keep themon top. We are backing their plans through purchases of equipment that enlarge their rental potential.

Heres the pre-tax earnings recap for this sector:

2013 2012 2011(in millions)

Berkadia . . . . . . . . . . . . . . . . . . . . . $ 80 $ 35 $ 25

Clayton . . . . . . . . . . . . . . . . . . . . . . 416 255 154CORT . . . . . . . . . . . . . . . . . . . . . . . 40 42 29XTRA . . . . . . . . . . . . . . . . . . . . . . . 125 106 126 Net financial income* . . . . . . . . . . . 324 410 440

$985 $848 $ 774

* Excludes capital gains or losses

Investments

Our stock portfolio . . . was worth approximately $17 million less than its carrying value [cost] . . .it is our belief that, over a period of years, the overall portfolio will prove to be worth more than itscost.

1974 Annual Report

Below we list our fifteen common stock investments that at yearend had the largest market value.

12/31/13

Shares** Company Percentage of

CompanyOwned

Cost* Market

(in millions)

151,610,700 American Express Company . . . . . . . . . . . . . 14.2 $ 1,287 $ 13,756400,000,000 The Coca-Cola Company . . . . . . . . . . . . . . . 9.1 1,299 16,524

22,238,900 DIRECTV . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 1,017 1,53641,129,643 Exxon Mobil Corp. . . . . . . . . . . . . . . . . . . . . 0.9 3,737 4,16213,062,594 The Goldman Sachs Group, Inc. . . . . . . . . . . 2.8 750 2,31568,121,984 International Business Machines Corp. . . . . . 6.3 11,681 12,77824,669,778 Moodys Corporation . . . . . . . . . . . . . . . . . . 11.5 248 1,93620,060,390 Munich Re . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2 2,990 4,41520,668,118 Phillips 66 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4 660 1,59452,477,678 The Procter & Gamble Company . . . . . . . . . 1.9 336 4,27222,169,930 Sanofi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 1,747 2,354

301,046,076 Tesco plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 1,699 1,66696,117,069 U.S. Bancorp . . . . . . . . . . . . . . . . . . . . . . . . . 5.3 3,002 3,88356,805,984 Wal-Mart Stores, Inc. . . . . . . . . . . . . . . . . . . 1.8 2,976 4,470

483,470,853 Wells Fargo & Company . . . . . . . . . . . . . . . . 9.2 11,871 21,950Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,281 19,894

Total Common Stocks Carried at Market . . . $56,581 $117,505

*This is our actual purchase price and also our tax basis; GAAP cost differs in a few cases because of write-ups or write-downs that have been required under its rules.

**Excludes shares held by Berkshire subsidiary pension funds.

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Berkshire has one major equity position that is not included in the table: We can buy 700 million shares of Bank of America at any time prior to September 2021 for $5 billion. At yearend these shares were worth $10.9 billion. We are likely to purchase the shares just before expiration of our option. In the meantime, it is important for you to realize that Bank of America is, in effect, our fifth largest equity investment and one we value highly.

In addition to our equity holdings, we also invest substantial sums in bonds. Usually, weve done well inthese. But not always.

Most of you have never heard of Energy Future Holdings. Consider yourselves lucky; I certainly wish Ihadnt. The company was formed in 2007 to effect a giant leveraged buyout of electric utility assets in Texas. Theequity owners put up $8 billion and borrowed a massive amount in addition. About $2 billion of the debt was purchased by Berkshire, pursuant to a decision I made without consulting with Charlie. That was a big mistake.

Unless natural gas prices soar, EFH will almost certainly file for bankruptcy in 2014. Last year, we sold our holdings for $259 million. While owning the bonds, we received $837 million in cash interest. Overall,therefore, we suffered a pre-tax loss of $873 million. Next time Ill call Charlie.

A few of our subsidiaries primarily electric and gas utilities use derivatives in their operations.Otherwise, we have not entered into any derivative contracts for some years, and our existing positions continue torun off. The contracts that have expired have delivered large profits as well as several billion dollars of medium-term float. Though there are no guarantees, we expect a similar result from those remaining on our books.

Some Thoughts About Investing

Investment is most intelligent when it is most businesslike. The Intelligent Investor by Benjamin Graham

It is fitting to have a Ben Graham quote open this discussion because I owe so much of what I know aboutinvesting to him. I will talk more about Ben a bit later, and I will even sooner talk about common stocks. But let mefirst tell you about two small non-stock investments that I made long ago. Though neither changed my net worth bymuch, they are instructive.

This tale begins in Nebraska. From 1973 to 1981, the Midwest experienced an explosion in farm prices,caused by a widespread belief that runaway inflation was coming and fueled by the lending policies of small rural banks. Then the bubble burst, bringing price declines of 50% or more that devastated both leveraged farmers and their lenders. Five times as many Iowa and Nebraska banks failed in that bubbles aftermath than in our recentGreat Recession.

In 1986, I purchased a 400-acre farm, located 50 miles north of Omaha, from the FDIC. It cost me$280,000, considerably less than what a failed bank had lent against the farm a few years earlier. I knew nothingabout operating a farm. But I have a son who loves farming and I learned from him both how many bushels of cornand soybeans the farm would produce and what the operating expenses would be. From these estimates, Icalculated the normalized return from the farm to then be about 10%. I also thought it was likely that productivitywould improve over time and that crop prices would move higher as well. Both expectations proved out.

I needed no unusual knowledge or intelligence to conclude that the investment had no downside and

potentially had substantial upside. There would, of course, be the occasional bad crop and prices would sometimesdisappoint. But so what? There would be some unusually good years as well, and I would never be under any pressure to sell the property. Now, 28 years later, the farm has tripled its earnings and is worth five times or morewhat I paid. I still know nothing about farming and recently made just my second visit to the farm.

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In 1993, I made another small investment. Larry Silverstein, Salomons landlord when I was thecompanys CEO, told me about a New York retail property adjacent to NYU that the Resolution Trust Corp. wasselling. Again, a bubble had popped this one involving commercial real estate and the RTC had been created todispose of the assets of failed savings institutions whose optimistic lending practices had fueled the folly.

Here, too, the analysis was simple. As had been the case with the farm, the unleveraged current yield fromthe property was about 10%. But the property had been undermanaged by the RTC, and its income would increasewhen several vacant stores were leased. Even more important, the largest tenant who occupied around 20% of the projects space was paying rent of about $5 per foot, whereas other tenants averaged $70. The expiration of this bargain lease in nine years was certain to provide a major boost to earnings. The propertys location was alsosuperb: NYU wasnt going anywhere.

I joined a small group, including Larry and my friend Fred Rose, that purchased the parcel. Fred was anexperienced, high-grade real estate investor who, with his family, would manage the property. And manage it theydid. As old leases expired, earnings tripled. Annual distributions now exceed 35% of our original equityinvestment. Moreover, our original mortgage was refinanced in 1996 and again in 1999, moves that allowed severalspecial distributions totaling more than 150% of what we had invested. Ive yet to view the property.

Income from both the farm and the NYU real estate will probably increase in the decades to come. Thoughthe gains wont be dramatic, the two investments will be solid and satisfactory holdings for my lifetime and,subsequently, for my children and grandchildren.

I tell these tales to illustrate certain fundamentals of investing:

You dont need to be an expert in order to achieve satisfactory investment returns. But if you arent, youmust recognize your limitations and follow a course certain to work reasonably well. Keep things simpleand dont swing for the fences. When promised quick profits, respond with a quick no.

Focus on the future productivity of the asset you are considering. If you dont feel comfortable making a roughestimate of the assets future earnings, just forget it and move on. No one has the ability to evaluate everyinvestment possibility. But omniscience isnt necessary; you only need to understand the actions you undertake.

If you instead focus on the prospective price change of a contemplated purchase, you are speculating.There is nothing improper about that. I know, however, that I am unable to speculate successfully, and I

am skeptical of those who claim sustained success at doing so. Half of all coin-flippers will win their firsttoss; none of those winners has an expectation of profit if he continues to play the game. And the fact thata given asset has appreciated in the recent past is never a reason to buy it.

With my two small investments, I thought only of what the properties would produce and cared not at allabout their daily valuations. Games are won by players who focus on the playing field not by thosewhose eyes are glued to the scoreboard. If you can enjoy Saturdays and Sundays without looking at stock prices, give it a try on weekdays.

Forming macro opinions or listening to the macro or market predictions of others is a waste of time.Indeed, it is dangerous because it may blur your vision of the facts that are truly important. (When I hear TV commentators glibly opine on what the market will do next, I am reminded of Mickey Mantlesscathing comment: You dont know how easy this game is until you get into that broadcasting booth.)

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My two purchases were made in 1986 and 1993. What the economy, interest rates, or the stock marketmight do in the years immediately following 1987 and 1994 was of no importance to me in makingthose investments. I cant remember what the headlines or pundits were saying at the time. Whatever thechatter, corn would keep growing in Nebraska and students would flock to NYU.

There is one major difference between my two small investments and an investment in stocks. Stocks provide you minute-to-minute valuations for your holdings whereas I have yet to see a quotation for either my farmor the New York real estate.

It should be an enormous advantage for investors in stocks to have those wildly fluctuating valuations placed on their holdings and for some investors, it is. After all, if a moody fellow with a farm bordering my property yelled out a price every day to me at which he would either buy my farm or sell me his and those pricesvaried widely over short periods of time depending on his mental state how in the world could I be other than benefited by his erratic behavior? If his daily shout-out was ridiculously low, and I had some spare cash, I would buy his farm. If the number he yelled was absurdly high, I could either sell to him or just go on farming.

Owners of stocks, however, too often let the capricious and often irrational behavior of their fellow ownerscause them to behave irrationally as well. Because there is so much chatter about markets, the economy, interestrates, price behavior of stocks, etc., some investors believe it is important to listen to pundits and, worse yet,important to consider acting upon their comments.

Those people who can sit quietly for decades when they own a farm or apartment house too often becomefrenetic when they are exposed to a stream of stock quotations and accompanying commentators delivering animplied message of Dont just sit there, do something. For these investors, liquidity is transformed from theunqualified benefit it should be to a curse.

A flash crash or some other extreme market fluctuation cant hurt an investor any more than an erraticand mouthy neighbor can hurt my farm investment. Indeed, tumbling markets can be helpful to the true investor if he has cash available when prices get far out of line with values. A climate of fear is your friend when investing; aeuphoric world is your enemy.

During the extraordinary financial panic that occurred late in 2008, I never gave a thought to selling myfarm or New York real estate, even though a severe recession was clearly brewing. And, if I had owned 100% of asolid business with good long-term prospects, it would have been foolish for me to even consider dumping it. So

why would I have sold my stocks that were small participations in wonderful businesses? True, any one of themmight eventually disappoint, but as a group they were certain to do well. Could anyone really believe the earth wasgoing to swallow up the incredible productive assets and unlimited human ingenuity existing in America?

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When Charlie and I buy stocks which we think of as small portions of businesses our analysis is verysimilar to that which we use in buying entire businesses. We first have to decide whether we can sensibly estimatean earnings range for five years out, or more. If the answer is yes, we will buy the stock (or business) if it sells at areasonable price in relation to the bottom boundary of our estimate. If, however, we lack the ability to estimatefuture earnings which is usually the case we simply move on to other prospects. In the 54 years we have worked together, we have never foregone an attractive purchase because of the macro or political environment, or the viewsof other people. In fact, these subjects never come up when we make decisions.

Its vital, however, that we recognize the perimeter of our circle of competence and stay well inside of it. Even then, we will make some mistakes, both with stocks and businesses. But they will not be the disasters thatoccur, for example, when a long-rising market induces purchases that are based on anticipated price behavior and adesire to be where the action is.

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Most investors, of course, have not made the study of business prospects a priority in their lives. If wise,they will conclude that they do not know enough about specific businesses to predict their future earning power.

I have good news for these non-professionals: The typical investor doesnt need this skill. In aggregate,American business has done wonderfully over time and will continue to do so (though, most assuredly, inunpredictable fits and starts). In the 20 th Century, the Dow Jones Industrials index advanced from 66 to 11,497, paying a rising stream of dividends to boot. The 21 st Century will witness further gains, almost certain to besubstantial. The goal of the non-professional should not be to pick winners neither he nor his helpers can dothat but should rather be to own a cross-section of businesses that in aggregate are bound to do well. A low-costS&P 500 index fund will achieve this goal.

Thats the what of investing for the non-professional. The when is also important. The main danger isthat the timid or beginning investor will enter the market at a time of extreme exuberance and then becomedisillusioned when paper losses occur. (Remember the late Barton Biggs observation: A bull market is like sex. Itfeels best just before it ends.) The antidote to that kind of mistiming is for an investor to accumulate shares over along period and never to sell when the news is bad and stocks are well off their highs. Following those rules, theknow-nothing investor who both diversifies and keeps his costs minimal is virtually certain to get satisfactoryresults. Indeed, the unsophisticated investor who is realistic about his shortcomings is likely to obtain better long-term results than the knowledgeable professional who is blind to even a single weakness.

If investors frenetically bought and sold farmland to each other, neither the yields nor prices of their

crops would be increased. The only consequence of such behavior would be decreases in the overall earningsrealized by the farm-owning population because of the substantial costs it would incur as it sought advice and switched properties.

Nevertheless, both individuals and institutions will constantly be urged to be active by those who profitfrom giving advice or effecting transactions. The resulting frictional costs can be huge and, for investors inaggregate, devoid of benefit. So ignore the chatter, keep your costs minimal, and invest in stocks as you would in afarm.

My money, I should add, is where my mouth is: What I advise here is essentially identical to certaininstructions Ive laid out in my will. One bequest provides that cash will be delivered to a trustee for my wifes benefit. (I have to use cash for individual bequests, because all of my Berkshire shares will be fully distributed tocertain philanthropic organizations over the ten years following the closing of my estate.) My advice to the trustee

could not be more simple: Put 10% of the cash in short-term government bonds and 90% in a very low-cost S&P500 index fund. (I suggest Vanguards.) I believe the trusts long-term results from this policy will be superior tothose attained by most investors whether pension funds, institutions or individuals who employ high-feemanagers.

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And now back to Ben Graham. I learned most of the thoughts in this investment discussion from Bens book The Intelligent Investor , which I bought in 1949. My financial life changed with that purchase.

Before reading Bens book, I had wandered around the investing landscape, devouring everything writtenon the subject. Much of what I read fascinated me: I tried my hand at charting and at using market indicia to predictstock movements. I sat in brokerage offices watching the tape roll by, and I listened to commentators. All of thiswas fun, but I couldnt shake the feeling that I wasnt getting anywhere.

In contrast, Bens ideas were explained logically in elegant, easy-to-understand prose (without Greek letters or complicated formulas). For me, the key points were laid out in what later editions labeled Chapters 8 and 20. (The original 1949 edition numbered its chapters differently.) These points guide my investing decisions today.

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A couple of interesting sidelights about the book: Later editions included a postscript describing anunnamed investment that was a bonanza for Ben. Ben made the purchase in 1948 when he was writing the firstedition and brace yourself the mystery company was GEICO. If Ben had not recognized the special qualities of GEICO when it was still in its infancy, my future and Berkshires would have been far different.

The 1949 edition of the book also recommended a railroad stock that was then selling for $17 and earningabout $10 per share. (One of the reasons I admired Ben was that he had the guts to use current examples, leavinghimself open to sneers if he stumbled.) In part, that low valuation resulted from an accounting rule of the time thatrequired the railroad to exclude from its reported earnings the substantial retained earnings of affiliates.

The recommended stock was Northern Pacific, and its most important affiliate was Chicago, Burlingtonand Quincy. These railroads are now important parts of BNSF (Burlington Northern Santa Fe), which is today fullyowned by Berkshire. When I read the book, Northern Pacific had a market value of about $40 million. Now itssuccessor (having added a great many properties, to be sure) earns that amount every four days.

I cant remember what I paid for that first copy of The Intelligent Investor . Whatever the cost, it would underscore the truth of Bens adage: Price is what you pay, value is what you get. Of all the investments I ever made, buying Bens book was the best (except for my purchase of two marriage licenses).

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Local and state financial problems are accelerating, in large part because public entities promised pensionsthey couldnt afford. Citizens and public officials typically under-appreciated the gigantic financial tapeworm thatwas born when promises were made that conflicted with a willingness to fund them. Unfortunately, pensionmathematics today remain a mystery to most Americans.

Investment policies, as well, play an important role in these problems. In 1975, I wrote a memo toKatharine Graham, then chairman of The Washington Post Company, about the pitfalls of pension promises and theimportance of investment policy. That memo is reproduced on pages 118 - 136.

During the next decade, you will read a lot of news bad news about public pension plans. I hope mymemo is helpful to you in understanding the necessity for prompt remedial action where problems exist.

The Annual Meeting

The annual meeting will be held on Saturday, May 3 rd at the CenturyLink Center. Carrie Sova, our talented ringmaster, will be in charge, and all of our headquarters group will pitch in to help her. Our gang both does a better job than professional event planners would and yes saves us money.

CenturyLinks doors will open at 7 a.m., and at 7:30 we will have our third International Newspaper Tossing Challenge. Our target will be a Clayton Home porch, precisely 35 feet from the throwing line. I tossed about 500,000 papers when I was a teenager, so I think Im pretty good. Challenge me: Ill buy a Dilly Bar for anyone who lands his or her throw closer to the doorstep than I do. The papers will be 36 to 42 pages, and you mustfold them yourself (no rubber bands allowed).

At 8:30, a new Berkshire movie will be shown. An hour later, we will start the question-and-answer period, which (with a break for lunch at CenturyLinks stands) will last until 3:30. After a short recess, Charlie and I will convene the annual meeting at 3:45. If you decide to leave during the days question periods, please do sowhile Charlie is talking.

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The best reason to exit, of course, is to shop . Well assist you by filling the 194,300-square-foot hall thatadjoins the meeting area with products from dozens of Berkshire subsidiaries. Last year, you did your part, and most locations racked up record sales. In a nine-hour period, we sold 1,062 pairs of Justin boots (thats a pair every32 seconds), 12,792 pounds of Sees candy, 11,162 Quikut knives (21 knives per minute) and 6,344 pairs of WellsLamont gloves, always a hot item. This year, Charlie and I will have competing ketchup bottles for sale. Naturally,the one with Charlies picture will be heavily discounted. But, if you help, my bottle will outsell his. This isimportant, so dont let me down.

Brooks, our running-shoe company, will again have a special commemorative shoe to offer at the meeting.After you purchase a pair, wear them the next day at our second annual Berkshire 5K, an 8 a.m. race starting atthe CenturyLink. Full details for participating will be included in the Visitors Guide that you will receive withyour tickets for the meeting. Entrants will find themselves running alongside many of Berkshires managers,directors and associates.

GEICO will have a booth in the shopping area, staffed by a number of its top counselors from around thecountry. Stop by for a quote. In most cases, GEICO will be able to give you a shareholder discount (usually 8%).This special offer is permitted by 44 of the 51 jurisdictions in which we operate. (One supplemental point: Thediscount is not additive if you qualify for another, such as that given certain groups.) Bring the details of your existing insurance and check out whether we can save you money. For at least half of you, I believe we can.

Be sure to visit the Bookworm. It will carry about 35 books and DVDs, among them a couple of new

titles. One is Max Olsons compilation of Berkshire letters going back to 1965. The book includes an index that Ifind particularly useful, specifying page numbers for individuals, companies and subject matter. I also recommend Forty Chances by my son, Howard. Youll enjoy it.

If you are a big spender or aspire to become one visit Signature Flight Support on the east side of theOmaha airport between noon and 5 p.m. on Saturday. There, we will have a fleet of NetJets aircraft sure to set your pulse racing. Come by bus; leave by private jet. Live a little.

An attachment to the proxy material that is enclosed with this report explains how you can obtain thecredential you will need for admission to the meeting and other events. Airlines have sometimes jacked up pricesfor the Berkshire weekend. If you are coming from far away, compare the cost of flying to Kansas City versusOmaha. The drive between the two cities is about 2 1 2 hours, and it may be that Kansas City can save yousignificant money, particularly if you had planned to rent a car in Omaha. Spend the savings with us.

At Nebraska Furniture Mart, located on a 77-acre site on 72 nd Street between Dodge and Pacific, we willagain be having Berkshire Weekend discount pricing. Last year in the week surrounding the meeting, the storedid $40.2 million of business, breaking its previous record by 12%. It also set a single day record of $8.2 million onSaturday, selling nearly $1 million of mattresses alone.

To obtain the Berkshire discount at NFM, you must make your purchases between Tuesday, April 29 th and Monday, May 5 th inclusive, and also present your meeting credential. The periods special pricing will even applyto the products of several prestigious manufacturers that normally have ironclad rules against discounting butwhich, in the spirit of our shareholder weekend, have made an exception for you. We appreciate their cooperation. NFM is open from 10 a.m. to 9 p.m. Monday through Saturday, and 10 a.m. to 6 p.m. on Sunday. On Saturday thisyear, from 5:30 p.m. to 8 p.m., NFM is having a picnic to which you are all invited.

At Borsheims, we will again have two shareholder-only events. The first will be a cocktail reception from6 p.m. to 9 p.m. on Friday, May 2 nd . The second, the main gala, will be held on Sunday, May 4 th, from 9 a.m. to 4 p.m. On Saturday, we will be open until 6 p.m. In recent years, our three-day volume has far exceeded sales in allof December, normally a jewelers best month.

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About 1:15 p.m. on Sunday, I will begin clerking at Borsheims. Ask for my Crazy Warren quote on theitem of your choice. As I get older, my pricing gets ever more ridiculous. Come take advantage of me.

We will have huge crowds at Borsheims throughout the weekend. For your convenience, therefore,shareholder prices will be available from Monday, April 28 th through Saturday, May 10 th. During that period, please identify yourself as a shareholder by presenting your meeting credentials or a brokerage statement thatshows you are a Berkshire holder.

On Sunday, in the mall outside of Borsheims, a blindfolded Patrick Wolff, twice U.S. chess champion,will take on all comers who will have their eyes wide open in groups of six. Nearby, Norman Beck, aremarkable magician from Dallas, will bewilder onlookers. Additionally, we will have Bob Hamman and SharonOsberg, two of the worlds top bridge experts, available to play bridge with our shareholders on Sunday afternoon.Dont play them for money.

My friend, Ariel Hsing, will be in the mall as well on Sunday, taking on challengers at table tennis. Lastyear, she made Americans and especially me proud with her performance at the Olympics.

I met Ariel when she was nine and even then I was unable to score a point against her. Now, shes afreshman at Princeton and the U.S. Womens Champion. If you dont mind embarrassing yourself, test your skillsagainst her, beginning at 1 p.m. Bill Gates and I will lead off and try to soften her up.

Gorats and Piccolos will again be open exclusively for Berkshire shareholders on Sunday, May 4th

. Bothwill be serving until 10 p.m., with Gorats opening at 1 p.m. and Piccolos opening at 4 p.m. These restaurants aremy favorites, and I will eat at both of them on Sunday evening. Remember: To make a reservation at Gorats, call402-551-3733 on April 1 st (but not before ) and for Piccolos call 402-342-9038. At Piccolos order a giant root beer float for dessert. Only sissies get the small one.

We will again have the same three financial journalists lead the question-and-answer period at themeeting, asking Charlie and me questions that shareholders have submitted to them by e-mail. The journalists and their e-mail addresses are: Carol Loomis, of Fortune, who may be e-mailed at [email protected]; BeckyQuick, of CNBC, at [email protected]; and Andrew Ross Sorkin, of The New York Times, [email protected].

From the questions submitted, each journalist will choose the six he or she decides are the most interesting

and important. The journalists have told me your question has the best chance of being selected if you keep itconcise, avoid sending it in at the last moment, make it Berkshire-related and include no more than two questions inany e-mail you send them. (In your e-mail, let the journalist know if you would like your name mentioned if your question is selected.)

We will also have a panel of three analysts who follow

Documents

Berkshire’s Corporate Performance vs. the S&P 500